Exhibit 10.2
THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT AND SUCH LAWS.
ALABAMA AIRCRAFT INDUSTRIES,
INC.
(FORMERLY KNOWN AS PEMCO AVIATION GROUP,
INC.)
AMENDED AND RESTATED SENIOR SECURED NOTE DUE
2010
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$5,000,000
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Issue Date: February 15,
2006
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For value received, the undersigned,
ALABAMA AIRCRAFT INDUSTRIES, INC., a Delaware corporation (the
“ Company ”, which term includes any
successor corporation under the Purchase Agreement hereinafter
referred to), hereby promises to pay to the order of Special Value
Bond Fund, LLC, a Delaware limited liability company, or its
registered assigns (the “ Holder ”), the
principal sum of $5,000,000 on the fourth anniversary of the
Closing Date (the “ Maturity Date ”) and
to pay interest thereon from time to time as provided
herein.
1. This Amended and Restated Note is
one of a duly authorized issue of notes of the Company designated
as its Senior Secured Notes due 2010 (herein called the “
Notes ”), issued in the aggregate principal
amount limited to $5,000,000 pursuant to the Purchase Agreement
dated as of February 15, 2006, as amended pursuant to that
certain Amendment No. 1 dated as of February 15, 2007, as
further amended pursuant to that certain Amendment No. 2 dated
as of July 31, 2007, and as further amended pursuant to that
certain Amendment No. 3 dated effective as of
December 31, 2008 (as so amended, the “ Purchase
Agreement ”) by and among the Company, the Guarantors
party thereto and the Purchaser party thereto, and is entitled to
the benefits thereof and to the exercise of the remedies provided
thereby or otherwise available in respect thereof. This Note amends
and restates in its entirety the Amended and Restated Senior
Secured Note due 2009 of like principal amount of the Company
issued on February 15, 2006. Capitalized terms used herein
without definition have the meanings assigned thereto in the
Purchase Agreement.
2.
(a) The Company promises to pay
interest (“ Interest ”) on the principal
amount of this Note at the rate of 15.0% per annum (the
“ Interest Rate ”). Interest on this Note
shall accrue from and including the date of issuance through and
until repayment of the principal amount of this Note and payment of
all Interest in full, and shall be computed
- 1 -
on the basis of a 360-day year
composed of twelve (12) thirty (30)-day months and the actual
number of days elapsed. Interest shall be payable in cash quarterly
in arrears on each
March 1, June 1, September 1, and
December 1 that the Notes are outstanding or, if any such date
shall not be a Business Day, on the next succeeding Business Day to
occur after such date (each date upon which interest shall be so
payable, an “ Interest Payment Date ”),
beginning on March 1, 2006, by wire transfer of immediately
available funds to an account at a bank designated in writing by
the Holder on reasonable notice. In the absence of any such written
designation, any such Interest payment shall be deemed made on the
date a check for good funds in the applicable amount payable to the
order of Holder is received by the Holder at its last address as
reflected in the Company’s Note Register (as defined in
Section 10 hereof); if no such address appears, then to
such Holder in care of the last address in such note register of
any predecessor holder of this Note (or its
predecessor).
(b) Notwithstanding the foregoing
provisions of this Section 2 , but subject to
applicable law, any overdue principal of, overdue Interest on and
any other overdue amounts payable under this Note shall bear
interest, payable on demand in immediately available funds, for
each day from the date payment thereof was due to the date of
actual payment at a rate equal to the sum of (i) the Interest
Rate and (ii) an additional two percent (2.0%) per annum.
Subject to applicable law, any interest that shall accrue on
overdue interest on this Note as provided in the preceding sentence
and shall not have been paid in full in cash on or before the next
Interest Payment Date to occur after the date on which the overdue
interest became due and payable shall itself be deemed to be
overdue interest on this Note to which the preceding sentence shall
apply.
(c) In addition, subject to
applicable law, with respect to any acceleration of this Note
pursuant to Section 12 of the Purchase Agreement prior
to the date that is nine (9) months following the Closing
Date, any principal amount owing under this Note at any time that
an Event of Default under the Pur